November 13, 2020
VIA E-MAIL
Rebecca Malanga, Esq.
Senior Director and Counsel
Equitable Financial Life Insurance Company
1290 Avenue of the Americas
New York, NY 10104
Re: Separate Account No. 70 of Equitable Financial
Life Insurance Company
Initial Registration Statement on Form N-4
File Nos. 333- 248863; 811-22651
Equitable Financial Life Insurance Company
Initial Registration Statement on Form S-3
File No. 333-248967
Dear Ms. Malanga:
On September 17, 2020 and September 22, 2020 you filed
the above-referenced initial
registration statements on Form N-4 and Form S-3, respectively,
on behalf of Equitable Financial
Life Insurance Company (the Company ) and its separate
account. Based on the Company s
representations in the letters accompanying the registration
statements, we have given the
registration statements a selective review. Where a comment is
made with regard to the
disclosure in one location, it is applicable to all similar
disclosure appearing elsewhere in the
registration statements.1
General
1. Please confirm that all missing information, including
all exhibits, will be filed in a pre-
effective amendment to each registration statement. We
may have further comments
when you supply the omitted information.
2. Please update the Contract s series/class
identifiers on Edgar to reflect the new name of
the separate account.
1
Capitalized terms have the same meaning as in the
registration statements unless otherwise indicated.
Rebecca Malanga, Esq.
November 13, 2020
Page 2 of 14
3. Please provide powers of attorney that relate specifically to each
registration statement as
required by Rule 483(b) of the Securities Act of 1933.
4. The supplement for the Structured Investment Option is potentially
confusing for
investors, and requires a side-by-side comparison of its reading with
the Form N-4
prospectus. In accordance with plain English principles, please
eliminate the supplement
and describe the relevant SIO provisions in the Form N-4 prospectus
as per staff
comments provided below.
FORM N-4 PROSPECTUS
Cover Page
5. The prospectus describes a new contract. Accordingly, please remove
the statement that
the prospectus supersedes all prior prospectuses and supplements.
6. In the first paragraph, please clarify that the Investment Edge 21.0
is a variable and
index-linked deferred annuity contract. Please state that
index-linked annuity contracts
are complex insurance and investment vehicles, and investors should
speak with a
financial professional about the contract s features, benefits,
risks, and fees, and whether
the contract is appropriate for the investor based upon his or her
financial situation and
objectives. Please provide corresponding disclosure on the cover page
of the Form S-3
prospectus.
7. Please disclose that the Investment Edge ADV series is available
through advisors who
charge an advisory fee for their services, and that this fee is in
addition to contract fees
and expenses. Please further state that if an owner elects to pay the
advisory fee from his
or her account value, then this deduction will reduce the standard
death benefit and the
Return of Premium death benefit, and may be subject to federal and
state income taxes
and a 10% federal penalty tax.
8. Please note that one of the available investment options under the
contract is the
Structured Investment Option ( SIO ), and prominently disclose
that contract owners
should carefully read the accompanying SIO prospectus, which contains
additional
information relating to the SIO. Please also state how an owner may
obtain a copy of the
SIO prospectus.
Definitions of Key Terms (pages 5-6)
9. The defined term contract date anniversary is sometimes
referred to throughout the
prospectus as contract anniversary date. Please revise for
consistency.
Investment Edge Series at a Glance Key Features (pages 10-13)
10. Please briefly mention the SIO as an investment option under the
contract.
Rebecca Malanga, Esq.
November 13, 2020
Page 3 of 14
11. Please briefly describe the amount to be refunded upon cancellation
of the contract.
Fee Table (pages 14-16)
12. Please include in the fee table all fees and charges under the
contract, including the
contract fee assessed on the Segment Maturity Date on amounts
allocated to the SIO and
the Segment Interim Value applied on transfer, death, surrender, or
withdrawal from a
Segment. See Instruction 15 to Item 3(a) of Form N-4; see also
Disclosure of Costs and
Expenses by Insurance Company Separate Accounts Registered as Unit
Investment
Trusts that Offer Variable Annuity Contracts, Inv. Co. Act Rel. No.
25802 (Nov. 13,
2002) ( [w]e are adopting, as proposed, an instruction to the fee
table of Form N-4 that
would require registrants to disclose all recurring fees and charges
.. . .). Please make
similar revisions in Charges and Expenses Separate Account
Annual Expenses.
13. In the second paragraph, please state that the fees and expenses for
the Investment Edge
ADV series do not reflect any advisory fees paid to investment
advisers from account
value or other assets of the owner, and that if such charges were
reflected, the fees and
expenses would be higher.
14. In accordance with plain English principles, please ensure that each
footnote to the fee
table is on the same page as the text to which it relates.
15. Please clarify in footnote 2 that the withdrawal charge percentage
is measured based on
the number of years since receipt of the contribution to which the
charge relates. To
avoid confusion, please remove references to contract year
when describing how the
withdrawal charge is calculated. Please make corresponding revisions
to the withdrawal
charge discussion on page 59 of the prospectus.
16. In the narrative preceding the range of Total Annual Portfolio
Operating Expenses, please
make clear that such expenses are shown for the period ending
December 31, 2019.
17. Please state that the expense examples assume that all account value
is invested in the
variable investment options, and clarify that the maximum Return of
Premium death
benefit charge is reflected. Please also state that the expense
examples for the Investment
Edge ADV series do not reflect any advisory fees paid to investment
advisers from
account value or other assets of the owner, and that if such fees
were reflected, costs
would be higher.
18. In the expense examples, please clarify in the headings which
example reflects if an
owner annuitizes the contract at the end of the applicable time
period. See Item 3 of
Form N-4.
What are Your Investment Options Under the Contract? (page 20)
19. Please briefly describe the SIO investment option under the
contract.
Rebecca Malanga, Esq.
November 13, 2020
Page 4 of 14
Return of Premium Death Benefit (pages 37-38)
20. The charge for the Return of Premium death benefit is a percentage
of the Return of
Premium death benefit base. Please state when this benefit base is
calculated (e.g., on
each contract date anniversary, each time a withdrawal is taken or a
contribution is made,
etc.).
21. When stating in the $10,000 withdrawal example that the Return of
Premium death
benefit base would be reduced to $87,500, please state the death
benefit amount both
before and after the withdrawal. Please also state prominently that
a withdrawal could
reduce the death benefit by substantially more than the actual
amount of the withdrawal.
22. If an owner has authorized his or her advisor to take withdrawals
of advisory fees from an
Investment Edge ADV series, then please state whether these
deductions will reduce the
death benefit base on a dollar-for-dollar basis or proportionately.
If such withdrawals will
be treated as a proportionate reduction, please include prominent
disclosure that
deductions of the advisory fee from account value could reduce the
Return of Premium
death benefit significantly, and by substantially more than the
actual amount of the
deductions. Please provide an example demonstrating the impact of
advisory fee
deductions on the Return of Premium death benefit over a ten-year
period.
Determining Your Contract s Value (page 44)
23. When defining the Contract s account value and cash value here
and throughout the
prospectus, please clarify that these values include amounts
allocated to the SIO. The
current disclosure suggests that amounts allocated to the SIO are
not included in such
values.
24. Please disclose that for the Investment Edge ADV series, the
deduction of advisory fees
from account value will result in a decrease in units in the
variable investment options.
Partial Withdrawals (page 47)
25. The prospectus states that if an owner of the Investment Edge ADV
series has authorized
his or her advisor to take withdrawals of advisory fees from the
account value, then such
withdrawals may be a taxable event. Accordingly:
a) Please disclose that the Company will treat the deduction of
these fees as
withdrawals under the contract, and describe how these
withdrawals will reduce
the account value, the standard death benefit, the Return of
Premium death
benefit, and payments under the Income Edge payment program.
Please also
make clear whether withdrawal charges will apply to each
deduction and whether
such deductions will count toward the annual free withdrawal
amount. Please
provide corresponding disclosure in the sections of the
prospectus that discuss the
death benefits, the Income Edge payment program, and
withdrawal charges.
Rebecca Malanga, Esq.
November 13, 2020
Page 5 of 14
b) Please describe the tax consequences of treating the deduction
of advisory fees as
withdrawals (e.g., the deduction could be subject to federal
and state income taxes
and a possible 10% federal penalty tax if withdrawn before age
59 ). Please
provide corresponding disclosure, and any other related tax
disclosures, in the Tax
Information section of the prospectus
c) Please explain how and when the advisory fee is deducted
(e.g., pro-rata from
each investment option on an annual basis), as well as the
basis upon which the
fee is calculated (e.g., as a percentage of account value).
Please explain whether
such deductions will be made from the SIO Segments, and if so,
how that will
impact the SIO Segments and the Segment Interim Value
calculation. Please also
explain how an owner may terminate his or her authorization to
deduct advisory
fees from the contract.
d) Given the significant effect such reductions could have on
contract benefits,
please state that owners should discuss with their advisers
the impact of deducting
advisory fees from account value prior to making any election
to do so.
How Withdrawals Are Taken From Your Account Value (page 53)
26. In the first paragraph, please state that if there is insufficient
value or no value in the
Dollar Cost Averaging program to be withdrawn or paid under the
Income Edge program,
then any additional amount or the total amount of the withdrawal
will be withdrawn from
the Segment Type Holding Accounts, and if there is insufficient
value or no value in the
holding accounts, any additional amount or the total amount of the
withdrawal will be
withdrawn pro rata from the Segments.
27. Please clarify in the second paragraph that if an owner is taking
automated withdrawals
from specific variable investment options and the value in such
options drops below the
requested withdrawal amount, then the requested amount will be taken
on a pro rata basis
from all other investment options, including the SIO.
Effect of Withdrawals on Your Return of Premium Death Benefit (page 53)
28. Please more clearly explain in the disclosure what is meant by the
Return of Premium
death benefit being reduced on a pro rata basis. Please state
that any withdrawal could
reduce the Return of Premium death benefit by substantially more
than the actual amount
of the withdrawal. Please also state that it may not be in the owner
s best interest to make
ongoing withdrawals such as advisory fee deductions, systematic
withdrawals, or lifetime
required minimum distribution withdrawals if the Return of Premium
death benefit is
elected.
Rebecca Malanga, Esq.
November 13, 2020
Page 6 of 14
When to Expect Payments (page 54)
29. Please clarify that the Company will make payments within seven
calendar days after
receipt of the transaction request. See Section 22(e) under the
Investment Company Act
of 1940.
Your Annuity Payout Options (pages 54-56)
30. Please clarify when annuity payments are based on the account value
and when they are
based on the cash value.
Charges and Expenses Separate Account Annual Expenses (pages 57-58)
31. As noted above in comment 12, please revise the discussion on
separate account annual
expenses to clarify that the contract fee is assessed on the entire
account value, including
amounts allocated to the SIO. Please include in this discussion the
disclosure from the
SIO supplement under The Contract Fee Segments, which
explains when the contract
fee is calculated and charged with respect to the SIO.
Charges and Expenses Account Value Charges Contract Maintenance Fee
(page 58)
32. In the second paragraph, please state that if there is insufficient
value or no value in the
Dollar Cost Averaging program to deduct the contract maintenance
fee, then any
remaining portion of the fee or the total fee will be deducted from
the Segment Type
Holding Accounts, and if there is insufficient value or no value in
the holding accounts,
any remaining portion of the fee will be deducted pro rata from the
Segments.
Charges and Expenses Return of Premium Death Benefit Charge (page 60)
33. In the second paragraph, please state that if there is insufficient
value or no value in the
Dollar Cost Averaging program to deduct the Return of Premium death
benefit fee, then
any remaining portion of the fee or the total fee will be deducted
from the Segment Type
Holding Accounts, and if there is insufficient value or no value in
the holding accounts,
any remaining portion of the fee will be deducted pro rata from the
Segments.
34. The Return of Premium death benefit charge is deducted annually on
the contract date
anniversary. Please state when the Return of Premium death benefit
charge is calculated
(e.g., daily, annually, upon each withdrawal or contribution, each
time the Return of
Premium death benefit base is calculated, etc.). Please briefly
describe what is provided
in consideration for this charge. Item 6(a) to Form N-4.
35. Please briefly describe the Return of Premium death benefit base
calculation, and provide
a cross-reference to the more detailed discussion in the Return of
Premium death benefit
section.
Rebecca Malanga, Esq.
November 13, 2020
Page 7 of 14
36. In the third paragraph, the Company reserves the right to increase
or decrease the fee for
the Return of Premium death benefit. Please make clear that the
Company will not
increase this fee above the maximum charge of 0.50%.
37. Please state that if the contract is surrendered or annuitized or
the death benefit is paid on
any date other than the contract date anniversary, or if the Return
of Premium death
benefit is terminated on the Income Edge Effective Date, then a pro
rata portion of the
Return of Premium death benefit charge will be applied from the
beginning of the
contract year through the date of termination, death, or
annuitization.
38. When stating that an owner may not terminate the Return of Premium
death benefit later
than the date before the fee change effective date, please
clarify whether this date is the
business day preceding the fee change effective date. Please state
that if the rider is
terminated, a pro rata amount of the current fee will be applied
from the beginning of the
contract year through the date of termination. Please also make
clear that if the rider is
terminated, it may not be reelected.
39. If true, please more clearly state in the third paragraph that
while any new fee will not be
deducted until the next contract date anniversary, it will be
effective from the beginning
of the contract year in which the fee change occurred.
40. The disclosure distinguishing between a fee change in the first two
contract years and a
fee change thereafter is confusing. Please remove this disclosure
and simply state that
the Company may notify owners of a change in the fee during the
first two contract years,
but such change will not be effective any earlier than the first
business day following the
second contract date anniversary.
41. Please explain that because the Return of Premium death benefit
charge is based on the
Return of Premium death benefit base rather than current account
value, there is a risk
that the deduction of this charge could cause the contract to
terminate, particularly if the
account value is low in comparison to the Return of Premium death
benefit base.
About the General Account (pages 85-86)
42. Please remove the disclosure in the last paragraph stating that the
Company has been
advised that the staff of the SEC has not reviewed the portions of
the prospectus that
relate to the general account.
43. Please revise the last sentence of this section to state that
disclosure relating to the
general account is subject to certain provisions of the federal
securities laws relating to
the accuracy and completeness of statements made in prospectuses.
Rebecca Malanga, Esq.
November 13, 2020
Page 8 of 14
Appendix I Condensed Financial Information
44. If true, please disclose that condensed financial information has
been provided for
subaccounts under the Investment Edge Select series, but has not
been provided for any
subaccount offered under the Investment Edge series or Investment
Edge ADV series
because no such subaccount had commenced operations as of the date
of the prospectus.
Alternatively, if any subaccount of either or both of those series
has been previously
made available under any other contract offered through the same
separate account (e.g.,
the other contract also has the same underlying fund option and
contract fee), then please
include the accumulation unit values and number of accumulation
units outstanding for
each such subaccount from the date of its inception (or for ten
years, if less). See
Instruction 1 to Item 4(a) of Form N-4.
Appendix VII Exchange Program
45. In the comparison table, please indicate that the Structured
Investment Option is available
under the new contract, as the table currently states that it is not
offered. Please include a
footnote briefly describing the Structured Investment Option.
46. In footnote 5, please update the reference to footnote 5.
FORM S-3 PROSPECTUS
Cover Page
47. Please remove the statement that an owner should read the Trust
prospectuses for more
information about the portfolios, as the prospectus does not
reference the portfolios
described in the Form N-4 prospectus. Similarly, please remove the
Rule 30e-3
disclosure. Please state that the prospectus should be read along
with the variable annuity
prospectus for the Investment Edge 21.0 contract.
48. In the second paragraph, please clarify the references to all
variable annuity contracts,
as the SIO is only available with the Investment Edge 21.0 contract.
49. In the first sentence of the fourth paragraph, please clarify that
the set period for any
Segment is one-year. At the end of this paragraph, please state that
the risk of loss of
principal can become greater in the case of an early withdrawal,
surrender, death, or
transfer due to charges and adjustments imposed on those
distributions.
Contents of this Prospectus (page 3)
50. Please update the table of contents (e.g., remove references to fee
table examples,
condensed financial information, and the Statement of Additional
Information table of
contents, which are not described in the Form S-3 prospectus), as
well as references to
certificates and group contracts in the narrative following the
table, as the contract is only
offered on an individual basis.
Rebecca Malanga, Esq.
November 13, 2020
Page 9 of 14
Structured Investment Option at a Glance Key Features (pages 6-7)
51. As noted later in the prospectus, please state in this section that
the Company will
announce Performance Cap Rates at least two weeks before the
Segment Start Date, and
disclose where such rates may be found.
52. Please clearly state in the seventh bullet that the Segment Interim
Value calculation may
reduce the amount paid upon death, surrender, or free look prior to
the Segment Maturity
Date, and will reduce the amount in a Segment following a transfer
or withdrawal prior to
the Segment Maturity Date, perhaps by more than the amount of the
transfer or
withdrawal. Please make corresponding changes to page 9 of the
prospectus.
53. In the chart comparing the Segment Types, please include the
available Indices for the
Standard Segment Type and for the Step-Up Segment Type.
54. In the narrative following this chart, and elsewhere in the
prospectus, there are references
to the possibility of Segment Durations existing for longer than
one year, although all
Segment Durations are for only a one-year period. To avoid investor
confusion, please
remove this disclosure, and revise the disclosure on page 14 that
references a six-year
duration. Please also remove the statement here and throughout the
prospectus that the
highest level of protection is the -10% Segment Buffer, as this is
the only level of
protection under the SIO. Similarly, please remove the disclosure
on pages 10 and 14 of
the prospectus that states that Standard Segment Types with greater
protection tend to
have lower Performance Cap Rates than other Standard Segment Types
that use the same
Index and duration but provide less protection.
55. In the penultimate paragraph of this section, please replace the
term Segment Investment
Option with Structured Investment Option.
Fee Table (page 8)
56. Please clarify in the narrative preceding the table that the table
also describes fees and
expenses that an investor will pay when making transfers.
57. Please revise the Segment Interim Value line item to clarify that it
is also applied upon
death prior to the Segment Maturity Date.
58. Please move the reference to footnote 3 in the table to the
narrative preceding the table,
as footnote 3 relates to the contract fee in addition to the Segment
Interim Value
calculation.
Risk Factors (pages 9-11)
59. In the first bullet, please state that the risk of loss of
principal can become greater in the
case of an early withdrawal, surrender, death, or transfer due to
charges and adjustments
Rebecca Malanga, Esq.
November 13, 2020
Page 10 of 14
imposed on those distributions, and that this may occur even if
index performance has
been positive. Please also note that ongoing charges such as the
contract fee could also
cause amounts to be less than what has been invested.
60. The third and fourth paragraphs state the same information
regarding the -10% Segment
Buffer. Please remove the fourth paragraph, and clarify in the
third paragraph that the
buffer operates in this manner for both the Standard and Step Up
Segments.
61. When describing the Segment Interim Value in the sixth primary
bullet (and related sub-
bullets) on pages 9 and 10, please ensure that all references to
withdrawals also include
transfers (e.g., [a]ll other factors being equal, the Segment
Interim Value would be
lower the earlier a withdrawal or surrender is made during a
Segment ).
62. In the second primary bullet on page 10, please specify how index
performance will be
measured if the index is changed before the segment maturity date
(e.g., performance will
be recalculated as if the new index had been in place from the
beginning of the segment).
Please provide corresponding disclosure on page 19 of the
prospectus.
63. Please rewrite the third primary bullet on page 10 in accordance
with plain English
principles. In doing so, please clarify what is meant by the
statement that a Segment
cannot be matured until after the scheduled Segment Start Date,
when no Segments
mature prior to the Segment Start Date. Please also explain why an
Index may not
publish its value on a Segment Maturity Date. Please clarify what
happens on the
Segment Maturity Date (e.g., will the Company create new Segments
of Segment Types
that utilize unaffected Indices, or will the Company transfer the
value to a Segment Type
Holding Account?), and explain why amounts may be transferred to a
new Segment or to
a Segment Type Holding Account, but will not be transferred in
accordance with the
owner s allocation instructions.
64. With respect to any Index with significant exposure to non-U.S.
companies in emerging
and frontier markets, please provide disclosure with respect to the
following risks:
a) the potential for errors in Index data, Index computation,
and/or Index construction
if information on non-U.S. companies is unreliable or outdated,
or if less
information about the non-U.S. companies is publicly available
due to differences
in regulatory, accounting, auditing, and financial
recordkeeping standards;
b) the potential significance of such errors on the Index s
performance;
c) limitations on the Company s ability to oversee the Index
provider s due diligence
process over Index data prior to its use in Index computation,
construction, and/or
rebalancing;
Rebecca Malanga, Esq.
November 13, 2020
Page 11 of 14
d) the rights and remedies associated with investments that track
an Index comprised
of foreign securities may be different from investments that
track an Index of
domestic securities; and
e) risks associated with investments in China.
65. Regarding the last bullet on page 11 preceding the COVID-19
discussion, please include
the Return of Premium death benefit charge when describing the
calculation of the
Segment Rate of Return. Please make corresponding revisions on page
14, when
providing narrative examples of the Standard Segments and Step Up
Segments, and on
page 17, when describing the Segment Rate of Return.
How to Reach Us (Pages 12-13)
66. Please clarify that market timing and disruptive transfer activity
cross-references here and
elsewhere in the prospectus are to the variable annuity contract
prospectus.
Indices (page 15)
67. Please revise the description of the NASDAQ-100 Price Return Index
to clarify that this
index includes securities of 100 of the largest domestic and
international non-financial
companies listed on The NASDAQ Stock Market.
Segment Participation Requirements (page 16)
68. In the second paragraph, please remove the statement that transfers
are not permitted into
or out of a Segment before the Segment Maturity Date.
Standard Segment Examples and Step Up Segment Examples (pages 18-19)
69. Please clearly state that the Standard Segment and Step Up Segment
examples assume
the purchase of the Investment Edge Select series (the most
expensive series), and revise
all examples to reflect a contract fee of 1.25%.
70. The fee table states that the contract fee is a percentage of the
Segment Investment.
However, the examples illustrate the contract fee as a 1.00%
reduction in the Segment
Rate of Return, rather than a 1.00% fee assessed against a $1,000
Segment Investment
that results in a $10 reduction in the Segment Maturity Value.
Moreover, the charges
section of the prospectus states that the contract fee is a
percentage of the Segment
Investment, but also states that this fee is deducted when
calculating the Segment Rate of
Return. While the mathematical result may be the same, please
reconcile the description
of the calculation in the three sections of the prospectus to avoid
investor confusion.
71. Please include an example for the Step Up Segments that
demonstrates a decrease in the
Segment Investment.
Rebecca Malanga, Esq.
November 13, 2020
Page 12 of 14
72. Please provide examples that include the Return of Premium death
benefit charge.
Your Account Value in the Structured Investment Option (page 20)
73. Please revise the second paragraph to clarify that the Segment
Interim Value calculation
may reduce the Segment Investment, and therefore the amount paid
upon death,
surrender, or free look. Please also make clear that the amount
remaining in a Segment
following a transfer or withdrawal will be reduced based on the
Segment Interim Value
calculation, and that this amount could be more than the amount of
the transfer or
withdrawal. Further, as the SIO does not have a loan option, please
remove the reference
to loans.
74. In the fourth paragraph, please make clear in the disclosure the
two values referenced
in the penultimate sentence. Please also explain, here and in
Appendix I, how the
Segment Interim Value calculation reflects a deduction for the
Return of Premium death
benefit charge.
Structured Investment Option s Charges and Expenses (pages 20-21)
75. In the second paragraph under contract fee, please specify each
series of the contract and
its corresponding contract fee percentage. Please also explain what
is meant by the
statement that the Segment Investment is also reduced if a
portion of the contract fee is
deducted as part of the Segment Interim Value calculation, when the
preceding sentence
already states that a pro rata portion of the charge is deducted as
part of the Segment
Interim Value calculation.
76. Please explain here and in the Form N-4 prospectus whether the
account value utilized in
the Breakpoint Credit calculation includes amounts allocated to the
SIO, and whether
contract fees deducted from SIO Segments are eligible for
breakpoint reductions.
77. Please remove the sections on the contract maintenance fee and the
Return of Premium
death benefit charge, as per comments 32 and 33 above.
Transfers (page 21)
78. Please prominently state that transfers from a Segment prior to the
Segment Maturity
Date reduce the Segment Investment on a pro rata basis by the same
proportion that the
Segment Interim Value is reduced on the date of the transfer.
Please state that this amount
could be more than the amount of the transfer.
79. Please state the maximum number of active Segments allowed under
the contract.
Rebecca Malanga, Esq.
November 13, 2020
Page 13 of 14
How Distributions, Including Withdrawals, are Taken from Your Account Value
Under the
Structured Investment Option (page 22)
80. In the penultimate paragraph, please state that the Segment
Investment could be reduced
by more than the amount of the withdrawal.
Incorporation of Certain Documents by Reference (p. 24)
81. Please specifically incorporate by reference into the prospectus all
reports filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the
fiscal year covered by the annual report on Form 10-K (e.g., Form
10-Q filed by the
Company on August 5, 2020). See Item 12(a)(2) of Form S-3.
Appendix I: Segment Interim Value
82. Please confirm that the examples assume the purchase of the
Investment Edge Select
series with a contract fee of 1.25%, and provide disclosure to that
effect.
********
Responses to this letter should be made in a letter to me filed on
Edgar and in the form of
pre-effective amendments filed pursuant to Rule 472 under the Securities
Act. Where no change
will be made in a filing in response to a comment, please indicate this
fact in the letter to us and
briefly state the basis for your position.
You should review and comply with all applicable requirements of
the federal securities
laws in connection with the preparation and distribution of preliminary
prospectuses.
Although we have completed our initial review of the registration
statements, the filings
will be reviewed further after we receive your response. Therefore, we
reserve the right to
comment further on the registration statements and any amendments. After we
have resolved all
issues, the Company and its underwriter must request acceleration of the
effective date of the
registration statements.
In closing, we remind you that the Company is responsible for the
accuracy and
adequacy of its disclosure in the registration statements, notwithstanding
any review, comments,
action, or absence of action by the staff.
Rebecca Malanga, Esq.
November 13, 2020
Page 14 of 14
Should you have any questions prior to filing pre-effective
amendments, please feel free
to contact me at 202-551-8045 or bentzingere@sec.gov.
Sincerely,
/s/
Elisabeth Bentzinger
Elisabeth Bentzinger
Senior
Counsel
cc: Andrea Ottomanelli Magovern
Sally Samuel